Administration
Positivo Tecnologia’s Board of Directors is a collective decision-making corporate body dedicated to providing its overall strategic guidelines and, among other things, is responsible for establishing its general business policies and for electing its officers and supervising their management, as well as for retaining the Company’s independent auditors.
The decisions of Positivo Tecnologia’s Board of Directors are taken by a majority of the votes cast by directors attending meetings called by the chairman or a minimum of four directors and with a quorum of four directors.
Pursuant to the Company’s by-laws, its Board of Directors comprises a minimum of six and a maximum of seven members. One of its directors presides over the board as chairman. Under the Novo Mercado regulations, a minimum of 20% of the members of Positivo Tecnologia’s Board of Directors must be independent persons, unrelated to its controlling shareholders. Two independent directors currently participates in its board. The Company’s directors are elected by the shareholders’ meeting for a term of one year beginning on the date of the annual shareholders’ meeting at which they are elected, re-election being permitted.
Alexandre Silveira Dias is a founding partner at São Pedro Capital, an independent asset management company focused on PIPE and pre-IPO. He was also a partner and a member of the Investment Committee of Victoria Capital Partners, an independent private equity firm with a focus on Latin America. With nearly 30 years of professional experience, he held the position of CEO at several companies including Anhanguera Educacional (now part of Cogna Educação), Google (Brazil) and DIRECTV in Argentina, Uruguay and Peru. At the DIRECTV Group, he served in the financial planning, business development, and sales and marketing areas. He was also an Executive Officer at SKY Brasil. At McKinsey & Company, he was a consultant focused on financial institutions and telecom and worked in the company’s offices in Brazil, Argentina and Mexico. He previously worked in the M&A area at Robertson Stephens, an investment bank based in the USA; in the Credit Suisse’s private equity division in Brazil; and in the Arthur Andersen’s audit division also in Brazil. He was the Chair of the Board of Directors of Damásio Educacional, Elemidia, Grupo Oncoclínicas and Qualicorp. He is currently the Chair of the Board of Directors of Positivo Tecnologia and an independent member of the Board of Directors of Aliansce Sonae. Alexandre is a civil engineer, graduated from the State University of Campinas (UNICAMP) in 1993 and received an MBA from UCLA Anderson School of Management.
Giem Raduy Guimarães, 47 years old, was CEO of Publisher and Print Shop Posigraf for 18 years until December 2012. In 2013, he became a member of the Positivo Group’s Board of Directors. He holds a degree in Business Administration, Master’s degrees in Administration from Positivo University, and in International Business Law from the University of Vienna, and is currently studying for a doctorate from the Vienna University of Economics and Business (Wirtschatft Universität Wien). He is also one of the controlling shareholders of the Positivo Group and Positivo Tecnologia.
Rodrigo Cesar Formighieri. Graduated in Business Administration at Positivo University. Master of Business Administration focused on finance, at Babson College. Worked in Grupo Positivo, Posigraf and Positivo Tecnologia, from 2003 to 2007, performing and developing functions related to Finance and IT. Current associate at Unique Investimentos, company focused in the intermediation of financial market assets. Invited in 2017 to be counselor member at Positivo Tecnologia S.A.
Hélio Bruck Rotenberg. Mr. Rotenberg graduated in Civil Engineering from Universidade Federal do Paraná (UFPR) in 1983, and earned a master‘s degree in Computer Science from PUC/RJ in 1987. He joined Grupo Positivo in 1988, becoming the head of the computer science program of Faculdades Positivo (today Universidade Positivo). In 1989 Mr. Rotenberg led the creation of Positivo Tecnologia, helping the company assume the position of leader in the domestic computer market, while putting Brazil in the international map of exports of Educational Technology. He served as independent member of the Board of Directors of Rodobens Negócios Imobiliários S.A. in 2008 and 2009.
Samuel Ferrari Lago. He graduated in business administration from Faculdades Positivo. He began his career in 1983, when he was 16 years old, when he joined the Positivo group, as an office assistant. In 1984, he was promoted to marketing assistant. In 1987, he began working in the human resources department, and in 1989 he was transferred to the financial department, a part of the central management of the Positivo Group. In 1990, he became its administrative and purchasing manager. In 1994, he was chosen as the purchasing manager of the Positivo Group and, beginning in 2000, he returned to work for the Company as head of the portal division of the Company, where he was in charge of implementing the portal project and remained until August, 2007.
Rafael Moia Vargas. Computer Engineer, graduated from Positivo University in 2012 and with a Stanford University certificate. Mr. Vargas worked in the Positivo Group for two years, acting in the administrative and financial areas. Mr. Vargas is currently a partner of the company Libero Administração de Bens, and Positivo Group Board of Directors member since 2017.
Ms. Adriana Muratore holds a degree in Business Administration from EASP-Fundação Getúlio Vargas, completed an MBA from FIA/USP and Vanderbuilt University the Advanced Management Program (AMP) from INSEAD and a postgraduate degrees in innovation from MIT and Finance from INSPER. She held the following positions in recent years: partner at Actavox Consultoria, Senior Vice-President of Sales, Marketing and Restocking of Walmart Brasil, CMO at Carrefour Brasil, CMO at Parmalat Brasil, Officer at Hypermarcas and Officer at Unilever Brasil in several areas, such as marketing in Brazil and globally, sales and sustainability, among others. She is currently an advisory board member at Midea Carrier and Director of the Diversity in Council Program (PDeC) organized by B3/IBGC/IFC/WCD.
Marcel Malczewski is the founder of Bematech, a developer of commercial automation technology solutions acquired by TOTVS in 2015. Marcel was an officer and a member of the Board of Directors of Bematech until 2001, when he became the CEO. He held this position until 2009, when he became the Chairman of the Board of Directors. He is currently a partner and the president of Trivèlla M3 Investimentos, a venture capital asset manager focused on the IT sector. He earned a bachelor’s degree in Electrical Engineering from the Federal University of Paraná, a bachelor’s degree in Business Administration from Harvard Business School, and a master’s degree in Industrial Computer Science from the Federal Center of Technological Education of Paraná. He was also a professor and coordinator of the Computer Engineering Program at the Pontifical Catholic University of Paraná.
Mr. Gustavo Jobim holds a business administrator degree from the University of São Paulo and an MBA from the Wharton School – University of Pennsylvania. He is currently Vice-President of the Board of Directors of FGC – Fundo Garantidor de Créditos, where he also serves as a member of the People and Technology Committees. He is also Chairman of the Board of GreenPass Technology in Payments, member of the Executive International Board of the Wharton School (Pennsylvania/USA); member of the Board of Wharton Clube do Brasil; and independent member of the Board and coordinating member of the Audit Committee of Yuny Incorporadora Holdings S.A. Previously, he was a member of the Management Board and Fiscal Council of Suzano Papel e Celulose; Board of Directors of Suzano Holding, MDS Brokerslink Insurance Brasil/Portugal and Alden Desenvolvimento Imobiliário; Management Council of HiperStream Technology Brazil/Switzerland; and chairman of the Investment and Risk Board of Bizma Investimentos.
In addition to the Chief Executive Officer, Positivo Tecnologia has 7 Vice-Presidents who command strategic areas for the development of the Company’s business.
Hélio Bruck Rotenberg is graduated in Civil Engineering from Universidade Federal do Paraná (UFPR) in 1983, and earned a master‘s degree in Computer Science from PUC/RJ in 1987. He joined Grupo Positivo in 1988, becoming the head of the computer science program of Faculdades Positivo (today Universidade Positivo). In 1989 Mr. Rotenberg led the creation of Positivo Tecnologia, helping the company assume the position of leader in the domestic computer market, while putting Brazil in the international map of exports of Educational Technology. He served as independent member of the Board of Directors of Rodobens Negócios Imobiliários S.A. in 2008 and 2009.
Caio Gonçalves Moraes is graduated in Chemical Engineering in 1998 from USP, with specialization in Finance from FGV in 1999. Mr. Moraes was CFO and IRO at Iochpe Maxion S.A. from 2016 to 2020, CFO at Mahle Metal Leve S.A. from 2013 to 2016, and CFO at the South Korean unit of Valeo from 2008 to 2012. He also has experience as a finance executive, controller and with M&A in other large local and international companies.
Marielva Andrade Dias is graduated in civil engineering from Universidade Federal do Paraná in 1983. She has a 2003 MBA in corporate management from Fundação Getúlio Vargas and, in 2013, concluded an MBA in Finance from IBMEC/UP. Before joining its company she was a civil engineer and was responsible for several construction works in Paraná, having founded Andrade Dias Construção Civil Ltda., as managing shareholder and chief engineer. She has been with Positivo Tecnologia since 1992.
Norberto Maraschin Filho holds a degree in Aeronautical Engineering from the Instituto Tecnológico da Aeronáutica (ITA) and has always followed the path of technology. He worked for eight years in strategic consulting and worked in markets in Brazil, Colombia, Ecuador and India. His experience is extensive in the world of technology, encompassing the definition and implementation of strategies in several areas such as sales and distribution, marketing, finance, processes, systems and technical infrastructure.
He joined the Positivo Informática team in 2009, when he took over the Strategy and New Business management, leading projects for new distribution channels, mergers and acquisitions and strategic partnerships with telecommunications companies. In 2010, he coordinated the negotiations that resulted in the company’s entry into the Argentine and Uruguayan markets for device sales, and which led to the creation of the joint venture between Positivo Informática, as it was called at the time, and BGH. He was CEO of the company that resulted from this process, Positivo BGH. In 2014, he took over as vice president of Mobility and Consumer goods.
Rodrigo Guercio Teixeira. Rodrigo is an experienced executive with more than 22 years in the technology industry. Prior to joining Positivo, he worked for companies such as Bull, Jabil, Dell, AMD, HP, HPE and Lenovo. With extensive experience in the Brazilian market, he is recognized as a customer-focused leader who is always seeking to outgrow the market in which he operates. Throughout his career, he had the opportunity to contribute to different business areas, such as supply chain, procurement, logistics, production planning, product management and segmentation. He also had extensive experience in sales, pre-sales and channels in the Hardware, Software and Services area, where he frequently led teams and direct and indirect sales processes in different industries and segments. Rodrigo also had the opportunity to participate in a number of merger and acquisition processes, and spin-off of operations and segments that provided him with extensive experience and resilience.
Eduardo Navarro holds a master’s degree in Management from the University of Bristol, a postgraduate degree in Finance from Fundação Getúlio Vargas and a degree in Business Administration from the FAE Buiness School. He has more than 20 years of professional experience as a consultant and executive in Corporate Finance, Strategy and Business Development, and in the last 10 years he created and transformed 3 business units and worked mainly in Professional Services, Financial Services, Natural Resources, Manufacturing and Consumer and Retail Goods. Eduardo worked for renowned companies such as McKinsey, KPMG, Lloyds Bank, MoneyGram and AXA in the United Kingdom.
Martin Oyanguren has accumulated experience in sales, growth and operations in large companies such as Ambev and Água de Cheiro. In his last role, he was president of Pearson’s Latin America operations in Brazil. Martin holds a degree in Production Engineering from Centro Universitário FEI and an Executive MBA from BSP – Business School SP and an MBA in Administration from Insper.
Leandro Rosa dos Santos has a degree in Mechanical Engineering and is a specialist in Artificial Intelligence, Quality, and Productivity. Moreover, he has a degree in Business Management from FGV-SP and Stanford University in the United States. His last role was in the main leadership position of the Brazilian unit of Flex, a multinational company based in California that provides advanced manufacturing services of electronic products for the world’s most innovative companies, thus transforming the Brazilian operation into a global reference, recognized by the World Economic Forum as Global Lighthouse of Technology and Sustainability. He was also chairman of the Board of Directors of the Institute of Technology (FIT) and is currently a member of the board of Amcham and the National Science and Technology Council (CCT). Throughout his career, Leandro gained experience in companies such as Solectron and Neurotec.
The Company’s Fiscal Council, which is not permanent, was installed in accordance with the law and consists of three (3) sitting members and an equal number of alternate members, whether shareholders or not, elected by the 2022 Annual Shareholders’ Meeting. The works of the Fiscal Council are governed by its Internal Regulstions (Portuguese Only), approved at a meeting of the Fiscal Council held on May 18, 2018.
Accountant and auditor, he graduated from Universidade do Vale do Rio dos Sinos – UNISINOS in 1987 and has a postgraduate degree in Management Accounting and Auditing from Centro Universitário Franciscano do Paraná – FAE Business School (2006). Mr. Klein began his audit activities at PwC Brasil (PriceWaterhousCoopers) in 1979. In 1994, he worked as a Controller at a large company. In 1998, he joined Grupo Consult and, in 1999, became an audit managing partner, a position he occupies until this date.
Mr. Carlos Tortelli, in addition to holding the position of alternate member of the Company’s Fiscal Council, also performed the role of Consulting Managing Partner at Consult Auditores Independentes, which operates in the business consulting sector. With over four decades of experience, Consult is recognized as one of the most respected consulting firms in the country. Supported by an extensive network of contracts and partners, it focuses on advising companies and economic groups in many market segments.
Mr. Lincon Lopes Ferraz holds a degree in Economics from USP in 2006, and an MBA from Fundação Dom Cabral in 2015. He has been CFO at Club Athletico Paranaense since 2019. He served as CFO and IRO at Positivo Tecnologia from 2013 to 2019, and held positions as IR executive from 2008 to 2013 at Positivo Tecnologia and Grupo JSL.
Mr. Paulo Sérgio da Silva, in addition to holding the position of alternate member of the Company’s Fiscal Council, also performed the role of Audit Managing Partner at Consult Auditores Independentes, which operates in the business consulting sector.
Mrs. Michelle Squeff is a lawyer graduated from UFRGS, with a master’s degree in business law from the University of Coimbra. She works as South Regional Director at Better Governance Consultoria, Independent Board Member at Latampart S.A., Board Member at ADVB/RS; Advisory Board Member at SBDC – Brazilian Society for Behavioral Development, Fiscal Advisor at the NGO DU99, Governance Officer at Sistema B, an entity linked to the international certification body BLab. Michelle also holds the positions of Alternate Fiscal Councilor at Companhia Brasileira de Distribuição, a company that is part of Grupo Pão de Açucar; Alternate Fiscal Councilor at Randon S/A Implementos e Participações and general coordinator of the RS IBGC Chapter. In the past, Michelle has worked as a lawyer at Souto Correa Advogados, in the corporate/M&A area, at Veirano Advogados in the corporate/M&A area, and as a lawyer at Grupo RBS in the corporate/regulatory area.
Mr. Marco Antonio Mayer Foletto, is an Independent Member of the Board of Directors of Petrobras Transportes and Transpetro, is an Independent Member and Chairman of the Audit Committee of Corsan, Independent Member and Chairman of the Audit Committee of PROCERGS, Member of the Fiscal Council at General Shoppings and Outlets do Brasil S/A, Independent Member of the Audit Committee of Hospital de Clínicas de Porto Alegre, Independent Member of the Audit Committee and of the Eligibility Committee at CEEE-RS, Member of the Fiscal Council at Lojas Marisa, Alternate Member of the Board of Metalúrgica Gerdau S.A. In the past, he served as Controller at Iochpe-Maxion and Dell, Audit Director at Tam, Audit Director at CSN, Independent Fiscal Councilor at Falconi Consultores, Independent Director at Banrisul and Chairman of the Board of Directors at Transpetro.
The non-statutory Advisory Committees, of an advisory nature and supporting the Board of Directors of Positivo Tecnologia, were approved in order to establish their internal regulations, including rules on composition, term of management and functioning.
(a) give an opinion on the hiring and dismissal of independent audit services;
(b) evaluate the quarterly information, interim statements and financial statements;
(c) monitor the activities of the company’s internal audit and internal controls area;
(d) assess and monitor the company’s risk exposures; and
(e) evaluate, monitor, and recommend to management the correction or improvement of the company’s internal policies, including the policy on transactions between related parties.
The evaluation of the Company’s financial, accounting and investor relations practices.
(a) review and improve human resources and people management policies;
(b) recommend the general compensation criteria and benefit policies for the Company’s and its subsidiaries’ managers, directly or indirectly, in line with the Managers’ Compensation Policy; and
(c) assist, when requested by the Board of Directors, in the management of the Company’s long-term incentive plans, including the Stock Option Plan.
(a) Realize strong brands that create market differentiation in diverse and complementary audience segments;
(b) Create a Communication Plan to make the brands’ goals effective; and
(c) Collaborate for the Company to increase the value of the share in the market
Validate and monitor the strategy of the Educational Technology area, as well as the results performed during the quarter, helping management to improve any strategies and form of action for the expansion and diversification of the educational technology front.
(a) review and discuss the Company’s strategy and business portfolio;
(b) review and discuss the individual performance and strategy of each Business Unit or Avenue of Growth; and
(c) review, discuss and recommend opportunities for strategic partnerships, including inorganic ones; and in all cases it will have the role of assisting/supporting the Company’s management in addressing the related issues.
(i) Ensure and guarantee the proper implementation, maintenance, control, and results of the Company’s Integrity Program, reporting the planning, progress, and results to the Board of Directors at the frequency defined for it;
(ii) Inform, monitor, demand, and ensure the correct compliance by the Company, its affiliates, subsidiaries, administrators, employees, and service providers, regarding laws and regulations, as well as the Company’s codes and policies;
(iii) Evaluate, monitor, and recommend to the Audit Committee the correction or improvement of internal policies, on an annual basis or as needed by the Company;
(iv) Analyze impartially and confidentially all matters related to the Employee Code of Conduct;
(v) Approve changes and updates to the Employee Code of Conduct as necessary, “ad referendum” of the Board of Directors;
(vi) Approve the review of the Corporate Policies for Corruption Prevention and Competition, annually or as needed by the Company;
(vii) Establish, consulting the Corporate Legal Department, guidelines for the Company’s participation in public tenders;
(viii) Ensure and guard against potential conflicts of interest among related parties of the Company, acting on its own initiative, at the request of the Board of Directors, management, or any interested parties;
(ix) Report to the Board of Directors, preparing reports and/or opinions to assist in the deliberations at Board meetings; and
(x) Define the composition and duties of the Ethics Committee, with the power to delegate to it the duties it deems appropriate, except for those defined above.
The creation of the Integrity Committee was formally approved at a Board of Directors meeting held on April 24, 2018. The Committee reports operationally to the Presidency and, from a strategic and assurance perspective, to the Board of Directors. It is currently composed of 3 (three) Vice Presidents – Finance, Operations, and Business for Public Institutions.